As a result of recent natural disasters, a number of the regulators that oversee the securities industry have jointly issued guidance regarding the business continuity or disaster recovery plans (BCPs) of broker-dealers and...more

The Federal Trade Commission recently announced higher reporting thresholds for pre-merger notifications filed on or after February 11, 2013. The U.S. Federal Trade Commission (FTC) recently announced revised thresholds for...more

On Jan. 10, 2013, the Federal Trade Commission made its annual announcement of revisions to thresholds that determine whether companies must abide by the pre-merger filing and waiting period requirements set forth in the...more

Transactions closing as of February 11 will be subject to increased HSR Act jurisdictional and filing fee thresholds.
On January 10, the Federal Trade Commission (FTC) announced that it will raise the Hart-Scott-Rodino...more

On November 28, 2012, the British Columbia Securities Commission (BCSC) issued the reasons for the decision it had made following a hearing to consider an application made by Inmet Mining Corporation for certain relief in...more

Many due diligence reviews in mergers, acquisitions and investments have ignored the issue of independent contractor (IC) misclassification liability. This is a difficult exposure to identify unless the legal team digs below...more

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

The Turkish government’s agenda for development is one of the most ambitious in the world. Combined with investor friendly changes in the market, including a new investment incentive regime and new regulation enhancing...more

On November 14, 2012, the Department of Justice (DOJ) and the U.S. Securities and Exchange Commission (SEC) jointly released A Resource Guide to the U.S. Foreign Corrupt Practices Act (the “Guide”). The Guide is intended to...more

In recent years, corporations in the United States and around the world have seen record levels of enforcement of the Foreign Corrupt Practices Act ("FCPA"), resulting in billions of dollars of civil judgments and numerous...more

China is experiencing an upsurge in outbound investment activity as growing domestic needs coincide with weakened and more accommodating M&A markets in Europe and the US.
Changing government policy is enabling domestic...more

On November 14th, the U.S. Department of Justice (DOJ) and U.S. Securities and Exchange Commission (SEC) jointly published “A Resource Guide to the U.S. Foreign Corrupt Practices Act” (the “Guide”), their long-awaited and...more

On November 14, 2012, the U.S. Department of Justice and the Securities and Exchange Commission released their long-awaited Foreign Corrupt Practices Act guidance in the form of a 120-page document entitled “A Resource Guide...more

Based on my experience as a U.S. Attorney, I see the new joint Department of Justice (“DOJ”) and Securities Exchange Commission (“SEC”) Resource Guide to the Foreign Corrupt Practices Act (“FCPA”) as a game changer that...more

On November 14, 2012, the Securities and Exchange Commission (SEC) and the Department of Justice (DOJ) jointly released the long-anticipated Resource Guide to the U.S. Foreign Corrupt Practices Act. The Resource Guide tracks...more

On November 14, 2012, the U.S. Department of Justice (DOJ) and Securities and Exchange Commission (SEC) released their long-anticipated guidance on the U.S. Foreign Corrupt Practices Act (FCPA), entitled A Resource Guide to...more

On November 14, 2012, the U.S. Department of Justice (DOJ) and U.S. Securities and Exchange Commission (SEC) released their long-awaited Resource Guide to the U.S. Foreign Corrupt Practices Act (FCPA). The 120-page Guide...more

At last! We now have official guidance in one place from the United States Department of Justice and the Securities and Exchange Commission regarding the Foreign Corrupt Practices Act (“FCPA”). A lengthy memorandum was...more

On November 14, 2012, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) released their long-awaited guidance on the Foreign Corrupt Practices Act (FCPA). A Resource Guide to the US Foreign...more

Introduction -
An acquisition of any U.S. corporation involves numerous legal and business issues. This memorandum addresses the principal legal issues involved in acquiring control of U.S. corporations whose shares are...more

The Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) recently updated its Frequently Asked Questions on Title I of the Jumpstart Our Business Startups Act (“JOBS Act”) to...more

Notes on the Facebook fairness hearing
At the conclusion of a hearing held yesterday morning, the Department of Corporations approved the acquisition of Instagram, Inc. by Facebook, Inc. Technically, the Department...more

As discussed in this earlier post, Facebook, Inc. has requested a fairness hearing before the California Department of Corporations. Technically, the hearing is being held pursuant to Corporations Code Section 25142 in...more

With Quebec’s economic protectionism on the rise, leader Jean Charest has advised voters that, if re-elected, he would establish a $1-billion fund to assist Quebec companies to make foreign takeovers and would table a law...more